Background Circumstances Sample Clauses

Background Circumstances. A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act");
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Background Circumstances. The Company is engaged in business as a securities broker-dealer licensed and qualified to transact business pursuant to laws, statutes, rules, regulations and interpretations (collectively called Rules) promulgated by the Securities and Exchange Commission (SEC), the National Association of Securities Dealers, Inc. (NASD), and various other state, local and federal government agencies (Regulators). Contractor wishes to become affiliated with the Company as an independent contractor in order to effect securities transactions through the facilities of the Company and its clearing broker-dealer, or either of them. In consideration of the background circumstances and the following agreements, the undersigned parties agree as follows:
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Background Circumstances. A. The Company and each of the Stockholders have entered into a Subscription Agreement (the Subscription Agreement) relating to the purchase by Stockholders of an aggregate of 12,500,000 shares of Common Stock, par value $.01 per share (Shares) and 3,125,000 warrants to purchase Common Stock in Units, consisting of four shares and one redeemable stock purchase warrant (Warrant) to purchase one share of Common Stock, at an exercise price of $1.20 per share.
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Background Circumstances. A. The Company is engaged in business as a securities broker-dealer licensed and qualified to transact business pursuant to laws, statutes, rules, regulations and interpretations (collectively called Rules) promulgated by the Securities and Exchange Commission (SEC), the National Association of Securities Dealers, Inc. (NASD), and various other state, local and federal government agencies (Regulators).
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Background Circumstances. A. The Company has agreed with Rentech, Inc., a Colorado corporation (Rentech), that Rentech will purchase 56% of the issued and outstanding shares of common stock of the Company pursuant to a Stock Purchase Agreement dated August 1, 2001 between the Company and Rentech. The scheduled closing date of the purchase is August 31, 2001. The Company and Rentech intend that the business of the Company be continued as it was conducted prior to the purchase.
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Background Circumstances. A. On November 30, 2003, the Parties entered into an Asset Purchase Agreement (the "APA") under which Omni purchased and MFS sold substantially all of the assets of MFS used in the medical transcription business of MFS. The conduct of the medical transcription business by MFS and Omni, utilizing the assets acquired by Omni from MFS pursuant to the APA is referred to herein as the "Business."
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Related to Background Circumstances

  • Background Intellectual Property The Recipient must own the Background Intellectual Property or hold sufficient Background Intellectual Property Rights to permit the Project to be carried out and the Project Intellectual Property to be exploited by the Recipient.

  • Enforcement of Intellectual Property Rights and Assistance During and after the period of my employment, I will assist Company in every proper way to obtain and enforce United States and foreign Intellectual Property Rights relating to Company Inventions in all countries. If the Company is unable to secure my signature on any document needed in connection with such purposes, I hereby irrevocably designate and appoint Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act on my behalf to execute and file any such documents and to do all other lawfully permitted acts to further such purposes with the same legal force and effect as if executed by me.

  • Background IP Each Party will own all right, title and interest in its Background IP.

  • Enforcement of Intellectual Property Rights I will cooperate fully with the Company, both during and after my employment with the Company, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in Company-Related Developments. I will sign, both during and after the term of this Agreement, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development. If the Company is unable, after reasonable effort, to secure my signature on any such papers, I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

  • Intellectual Property Rights and Confidentiality Clauses 3.1 Party A shall have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A.

  • Patent Rights The term “

  • BACKGROUND This document contains final regulations regarding the proposed amendments to 26 CFR part 1 under section 860E of the Internal Revenue Code (Code). The regulations provide the circumstances under which a transferor of a noneconomic REMIC residual interest meeting the investigation and representation requirements may avail itself of the safe harbor by satisfying either the formula test or the asset test. Final regulations governing REMICs, issued in 1992, contain rules governing the transfer of noneconomic REMIC residual interests. In general, a transfer of a noneconomic residual interest is disregarded for all tax purposes if a significant purpose of the transfer is to enable the transferor to impede the assessment or collection of tax. A purpose to impede the assessment or collection of tax (a wrongful purpose) exists if the transferor, at the time of the transfer, either knew or should have known that the transferee would be unwilling or unable to pay taxes due on its share of the REMIC's taxable income. Under a safe harbor, the transferor of a REMIC noneconomic residual interest is presumed not to have a wrongful purpose if two requirements are satisfied: (1) the transferor conducts a reasonable investigation of the transferee's financial condition (the investigation requirement); and (2) the transferor secures a representation from the transferee to the effect that the transferee understands the tax obligations associated with holding a residual interest and intends to pay those taxes (the representation requirement).

  • Know-How The term “

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